Independent
Tenure on this board
2.5 yrs
2 nominees · 4 ballot items.
Elect two Class III directors; approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026; and hold a non-binding advisory vote on whether future advisory votes on executive compensation should be held every one, two, or three years.
Elect Robert Baffi, Ph.D. and Rohan Palekar as Class III directors to serve until the 2029 annual meeting and until their respective successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding say-on-pay proposal asks shareholders to approve the Company’s disclosed compensation for its named executive officers, providing an advisory endorsement of the Compensation Committee’s pay decisions. Management is seeking this advisory approval to validate its compensation philosophy, which uses a mix of base salary, annual cash bonuses, equity awards (including stock options, restricted stock units and performance share units tied to clinical milestones), and severance/change-in-control protections to align executive incentives with long-term clinical and commercial objectives. In the biotech context, a large portion of executive pay is equity-based and conditioned on development and enrollment milestones; the Company highlights its use of performance share units tied to clinical trial outcomes and multi-year vesting schedules to emphasize long-term alignment. The vote is explicitly non-binding, but the Board and Compensation Committee state they will consider the outcome when structuring future awards and policies, giving the vote practical governance significance. Key risks and investor concerns center on the balance between short-term cash incentives and long-term equity incentives, the potential dilution from equity awards, the size and structure of severance and change-in-control protections, and whether realized pay tracks company performance. For institutional investors, the presence of milestone-based PSUs and explicit pay-for-performance language is important, but they will scrutinize realized pay versus realized clinical and shareholder outcomes. Given the company’s staged clinical development and recent financing activity, shareholders may evaluate whether compensation outcomes appropriately reflect successful clinical progress rather than market timing or recruitment-related vesting accelerations. Ultimately, a favorable advisory vote would support management continuity and the Compensation Committee’s philosophy; a dissenting vote would signal shareholder concern and likely prompt increased engagement and potential adjustments to incentive design, disclosure, or governance practices.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to indicate whether future non-binding advisory votes on executive compensation should occur every one, two, or three years.
This non-binding say-on-frequency proposal asks shareholders to indicate whether advisory votes on executive compensation should occur every one, two, or three years; management explicitly prefers an annual frequency and recommends shareholders vote for one year. The company’s rationale for an annual vote centers on regularized shareholder engagement and giving investors an annual opportunity to express views on executive pay and incentive design. For investors, the primary trade-off is between more frequent feedback (annual votes) that enhance accountability and governance responsiveness, versus less frequent votes (biennial or triennial) that may reduce short-termism and administrative burden. The proposal is non-binding; the Board and Compensation Committee say they will consider the option receiving the most votes and may be guided by it even if it is not a majority, but retain discretion to choose the cadence in light of stockholder engagement and material changes in pay practices. In the context of Neurogene’s governance (including a classified board and supermajority provisions), the choice of frequency influences how often investors can register direct advisory input on compensation matters and may affect engagement strategies. Given the Company’s clinical-stage profile and reliance on multi-year incentives tied to development milestones, an annual vote allows shareholders to regularly reassess whether pay structures remain aligned with long-term development goals. Institutional investors often prefer annual votes for continued engagement, though some argue for triennial votes to align with multi-year performance cycles; Neurogene’s recommendation for annual votes signals an emphasis on ongoing dialogue and responsiveness to investor concerns. The Board’s statement that it may nevertheless act contrary to the stockholder plurality underscores the advisory nature and the ultimate discretion retained by the Board.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Samsara BioCapital, LLC | 10.9% | 1,717,127 | $35M |
| 2 | Redmile Group, LLC | 9.2% | 1,459,599 | $29M |
| 3 | Casdin Capital, LLC | 9.0% | 1,420,361 | $29M |
| 4 | RTW INVESTMENTS, LP | 8.6% | 1,362,456 | $27M |
| 5 | EcoR1 Capital, LLC | 8.0% | 1,271,342 | $26M |
| 6 | BAKER BROS. ADVISORS LP | 6.3% | 991,691 | $20M |
| 7 | Trails Edge Capital Partners, LP | 5.0% | 782,787 | $16M |
| 8 | BALYASNY ASSET MANAGEMENT L.P. | 4.5% | 718,389 | $14M |
| 9 | TORONTO DOMINION BANK | 4.3% | 681,337 | $14M |
| 10 | JENNISON ASSOCIATES LLC | 3.3% | 527,685 | $11M |
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